Unassociated Document


    June
      27,
      2007

    


    LQD
      Adrenalina, LLC.

    20855
      NE
      16TH Ave. Suite

    Suite
      #C-16

    Miami,
      FL
      33179 

    


    Attention:     Jeffrey
      Geller, President 

    


    Gentlemen:

    


    This
      letter agreement confirms the understanding between LQD Adrenalina, LLC. (the
      “Company”) and Gilford Securities Corporation (“the Banking Advisor”) with
      respect to a possible Transaction involving the Company
      its
      subsidiaries, affiliates and successors,
      and a
      merger or acquisition candidate introduced by the Banking Advisor (the
“Candidate”). The Candidate shall be specifically identified as an addendum to
      this agreement. This agreement shall not apply to any other Candidates except
      upon execution of an additional addendum or an additional agreement. For
      purposes hereof, a “Transaction” shall mean a merger with the Candidate, the
      purchase of all, substantially all or controlling interest of the Candidate,
      its
      subsidiaries, affiliates and successors, or the Company, its subsidiaries,
      affiliates and successors, whether by means of a sale or purchase of stock
      or
      assets, merger, consolidation, exchange offer, or other such transaction of
      a
      like nature. The Banking Advisor shall be the exclusive investment banker for
      the proposed Transaction with the Candidate for the period the transaction
      is
      ongoing, and for one year following the cessation, should discussions resume.
      If
      the
      Company enters into an agreement or consummates a Transaction with the Candidate
      during the term hereof (or within a twelve-month period following termination
      hereof), then the Company shall pay a
      fee
to
      the
      Banking Advisor in the form of cash at closing equal to five percent (5%) of
      the
      Legal Consideration (as defined below) received, exchanged or transferred by
      the
      Company, its affiliates or stockholders. 

     

    For
      the
      purposes of this Agreement, "Legal Consideration" shall mean the total market
      value on the day of closing of stock, securities (in the case of stock or
      securities, valued at market on the day of closing, or if there is no public
      market, valued at fair market value as agreed or, if not, by an independent
      appraiser), cash, assets and all other property (real or personal), debt
      assumed, or benefits exchanged or received, by the Candidate or any of its
      Management in connection with any Transaction, including without limitation
      any
      amounts paid or received by the Company or any person or entity to holders
      of
      warrants, stock purchase rights, straight or convertible securities of the
      Candidate and any subsidiaries or affiliates that are included in the
      Transaction. Legal consideration shall not include salary, sales incentives,
      bonus payments, or similar payments that would ordinarily be considered as
      part
      of executive or employee compensation. All debt instruments or evidences thereof
      and all amounts payable pursuant to any employment agreements, royalty,
      consulting agreements, covenants not to compete, earn-out or contingent payment
      rights or other similar agreements, arrangements or understandings shall be
      valued at the aggregate amount payable there-under, whether such payments are
      absolute or contingent, and irrespective of the period or uncertainty of
      payment, the rate of interest, if any, or the contingent nature thereof. All
      amounts payable pursuant to royalty, consulting agreements, covenants not to
      compete, earn-out, or contingent payment rights shall be valued assuming that
      the financial performance of the Company or the Candidate remains unchanged
      from
      its performance during the prior 12 months. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    In
      addition to any fees payable hereunder, the Banking Advisor shall be reimbursed
      by the Company for its reasonable out-of-pocket expenses. 

    


    This
      engagement shall continue in effect until the Company ceases consideration
      of
      the Candidate, another party closes a purchase of the Candidate, or until
      cancelled in writing by either party, except that the provisions of the
      paragraphs regarding compensation, expense reimbursement, indemnification and
      contribution shall survive the term of this Agreement.

    


    At
      the
      end of the earlier of six (3) months from the date hereof, or the end of the
      engagement, for any reason, including but not limited to, those reasons
      referenced above, the Banking Advisor shall be free to show the Candidate to
      other potential buyers and any further professional obligation owed by the
      Banking Advisor to the Company regarding a Transaction with the Candidate shall
      cease, unless both the Banking Advisor and the Company mutually agree in writing
      to continue to pursue a Transaction with the Candidate on a nonexclusive basis.
      

    


    The
      Company agrees to provide the Banking Advisor with the financial and other
      information concerning the Company as the Banking Advisor may reasonably request
      from time to time in connection with the services performed or to be performed
      hereunder. Any information provided by the Company shall be treated by the
      Banking Advisor as confidential and may not be released to any other party
      except upon prior written authorization of the Company. 

    


    Any
      financial advice rendered by the Banking Advisor pursuant to this agreement
      is
      intended solely for the benefit and use of the Company in considering the
      matters to which this agreement relates, and may not be disclosed to any third
      party in any manner without the Banking Advisor’s prior written approval and
      will be treated by the Company as confidential. However, the Company may
      disclose pertinent information to its affiliates and financial backers as
      necessary to evaluate and decide whether to consummate a Transaction.


    


    The
      Company agrees to indemnify and hold the Banking Advisor harmless from and
      against any losses, claims, damages or liabilities (or actions, including
      securityholder actions, in respect thereof) related to or arising out of the
      Banking Advisor’s engagement hereunder or its role in connection herewith, and
      will reimburse the Banking Advisor for all reasonable expenses (including
      counsel fees) as they are incurred by the Banking Advisor in connection with
      investigating, preparing for or defending any such action or claim, whether
      or
      not in connection with pending or threatened litigation in which the Banking
      Advisor is a party. The Company will not, however, be responsible for any
      claims, liabilities, losses, damages or expenses which are finally judicially
      determined to have resulted primarily from the bad faith or gross negligence
      of
      the Banking Advisor. The Company also agrees that the Banking Advisor shall
      not
      have any liability (whether direct or indirect, in contract or tort or
      otherwise) to the Company for or in connection with such engagement, except
      for
      any such liability for losses, claims, damages, liabilities or expenses incurred
      by the Company that result primarily from the bad faith or gross negligence
      of
      the Banking Advisor. In the event that the foregoing indemnity is unavailable
      (except by reason of the bad faith or gross negligence of the Banking Advisor),
      then the Company shall contribute to amount paid or payable by the Banking
      Advisor in respect of its losses, claims, damages and liabilities in such
      proportion as appropriately reflects the relative benefits received by, and
      fault of, the Company and the Banking Advisor in connection with the matters
      as
      to which such losses, claims, damages or liabilities relate and other equitable
      considerations; provided, however, that in no event shall the amount to be
      contributed by the Banking Advisor exceed the amount of the fee actually
      received by the Banking Advisor. The foregoing shall be in addition to any
      rights that the Banking Advisor or any other indemnified person may have at
      common law or otherwise and shall extend to and inure to the benefit of any
      director, officer, employee, agent, member, stockholder, or controlling person
      of the Banking Advisor. The Company hereby consents, to personal jurisdiction,
      service and venue in any court in which any claim which is subject to this
      agreement is brought against the Banking Advisor or any other person entitled
      to
      indemnification or contribution hereunder. The Company will not, without the
      prior written consent of the Banking Advisor, settle, compromise or consent
      to
      the entry of any judgment with respect to any pending or threatened claim,
      action, suit or proceeding in respect of which indemnification or contribution
      may be sought hereunder (whether or not the Banking Advisor is an actual or
      potential party to such claim or action), unless such settlement, compromise
      or
      consent (i) includes an unconditional release of the Banking Advisor from all
      liability arising out of such claim, action, suit or proceeding and (ii) does
      not include a statement as to or an admission of fault, culpability or a failure
      to act by or on behalf of the Banking Advisor.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
      Agreement may not be amended or modified except in writing and shall be governed
      by and construed in accordance with the laws of the State of New York, without
      giving effect to conflict of laws provisions. The Company irrevocably submits
      to
      the jurisdiction of any courts of the State of New York or the United States
      District Court for the Southern District of the State of New York for the
      purpose of any suit, action, or other proceeding arising out of this Agreement,
      or any of the agreements or transactions contemplated hereby, which is brought
      by or against the Company. 

     

     

    


    Please
      confirm that the foregoing is in accordance with your understandings and
      agreements with the Banking Advisor by signing and returning to us this letter
      enclosed herewith.

     

    
      
        	 	 	 	 	
                Very
                  truly yours,

              	 
	 	 	 	 	 	 	 	 
	 	 	 	 	
                Gilford
                  Securities Incorporated

              	 
	 	 	 	 	 	 	 	 
	 	 	 	 	
                By:

              	
                /s/
                  Robert A. Maley

              	 
	 	 	 	 	
                Name:

              	 	 
	 	 	 	 	
                Title:

              	
                 

              	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
                CONFIRMED
                  AND AGREED:

              	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
                LQD
                  Adrenalina, LLC.

              	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
                By:

              	
                /s/
                  Jeffrey Geller

              	 	 	 	 	 
	
                Name:

              	 	 	
                 

              	 	 	 
	
                Title: